Form 8-K - Current report
14 Fevereiro 2024 - 10:00AM
Edgar (US Regulatory)
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2024-02-14
2024-02-14
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February
14, 2024
ENCISION, INC.
(Exact
name of registrant as specified in its charter)
Colorado |
001-11789 |
84-1162056 |
(State or other jurisdiction of incorporation) |
(Commission File
Number) |
(I.R.S. Employer Identification
No.) |
|
|
|
6797
Winchester Circle, Boulder, Colorado |
80301 |
(Address
of principal executive offices) |
(Zip Code)
|
(303)
444-2600 |
(Registrant’s
telephone number, including area code) |
|
(Former name or former address, if changed since last report.)
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|
|
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
Common
Stock, no par value |
|
ECIA |
|
OTC
Bulletin Board |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02
Results of Operations and Financial Condition.
On February 14, 2024, Encision,
Inc. issued a press release announcing its third quarter financial results for the quarter ended December 31, 2023. The full text
of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
ENCISION, INC. |
|
(Registrant) |
|
|
Date: February
14, 2024 |
|
|
/s/ Mala M Ray |
|
Mala M Ray |
|
Controller |
|
Principal Accounting Officer |
Exhibit 99.1
February 14, 2024
Encision Reports Third Quarter Fiscal Year
2024 Results
Boulder, Colorado, February 14, 2024 -- Encision Inc.
(PK:ECIA), a medical device company owning patented Active Electrode Monitoring (AEM®) Technology that prevents dangerous radiant
energy burns in minimally invasive surgery, today announced financial results for its fiscal 2024 third quarter that ended December 31,
2023.
The Company posted quarterly product net revenue of
$1.56 million and service net revenue of $20 thousand, or total net revenue of $1.58 million for a quarterly net loss of $207 thousand,
or $(0.02) per diluted share. These results compare to product net revenue of $1.68 million and no service net revenue, or total net revenue
of $1.68 million for a quarterly net loss of $216 thousand, or $(0.02) per diluted share, in the year-ago quarter. Gross margin on product
net revenue was 46% in the fiscal 2024 third quarter and 53% in the fiscal 2023 third quarter.
The Company posted nine months
product net revenue of $4.93 million and service net revenue of $134 thousand, or total net revenue of $5.06 million for a nine months
net loss of $355 thousand, or $(0.03) per diluted share. These results compare to product net revenue of $5.08 million and service net
revenue of $459 thousand, or total net revenue of $5.54 million for a nine months net loss of $231 thousand, or ($0.02) per diluted share,
in the year-ago nine months. Gross margin on product net revenue was 48% in the fiscal 2024 nine months and 50% in the fiscal 2023 nine
months.
“The fiscal 2024 third quarter
presented significant challenges for Encision and for the medical device market in general,” said Gregory Trudel, President and
CEO of Encision Inc. “The demand for surgical procedures was diminished during the pandemic period and its rebound has been a slow
process. The market has seen a number of positive indicators for an increase in demand and Encision continues to drive toward them. The
service revenue that we were able to drive in the previous year was very helpful and we are starting to gain traction in recreating that
revenue stream with a few new partners and opportunities to collaborate on our foundational technologies.”
Encision Inc. designs and markets a portfolio
of high-performance surgical instrumentation that delivers advances in patient safety with AEM technology, surgical performance, and value
to hospitals across a broad range of minimally invasive surgical procedures. Based in Boulder, Colorado, the company pioneered the development
and deployment of Active Electrode Monitoring, AEM technology, to eliminate dangerous stray energy burns during minimally invasive procedures.
For additional information about all our products, please visit www.encision.com.
In accordance with the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995, the Company notes that statements in this press release and elsewhere that look
forward in time, which include everything other than historical information, involve risks and uncertainties that may cause actual results
to differ materially from those indicated by the forward-looking statements. Factors that could cause the Company’s actual results
to differ materially include, among others, its ability to develop new or enhanced products and have such products accepted in the market,
its ability to increase net sales through the Company’s distribution channels, its ability to compete successfully against other
manufacturers of surgical instruments, insufficient quantity of new account conversions, insufficient cash to fund operations, delay
in developing new products and receiving FDA approval for such new products and other factors discussed in the Company’s filings
with the Securities and Exchange Commission. Readers are encouraged to review the risk factors and other disclosures appearing in the
Company’s Annual Report on Form 10-K for the year ended March 31, 2023 and subsequent filings with the Securities and Exchange
Commission. We do not undertake any obligation to update publicly any forward-looking statements, whether as a result of the receipt
of new information, future events, or otherwise.
CONTACT: Mala Ray, Encision Inc., 303-444-2600,
mray@encision.com
Encision Inc.
Unaudited Condensed Statements of Operations
(in thousands, except per share information)
| |
Three Months Ended | | |
Nine Months Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | | |
December 31, 2023 | | |
December 31, 2022 | |
Product revenue | |
$ | 1,561 | | |
$ | 1,684 | | |
$ | 4,927 | | |
$ | 5,084 | |
Service revenue | |
| 20 | | |
| — | | |
| 134 | | |
| 459 | |
Total revenue | |
| 1,581 | | |
| 1,684 | | |
| 5,061 | | |
| 5,543 | |
| |
| | | |
| | | |
| | | |
| | |
Product cost of revenue | |
| 843 | | |
| 786 | | |
| 2,539 | | |
| 2,528 | |
Service cost of revenue | |
| 11 | | |
| — | | |
| 69 | | |
| — | |
Total cost of revenue | |
| 854 | | |
| 786 | | |
| 2,608 | | |
| 2,528 | |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 727 | | |
| 898 | | |
| 2,453 | | |
| 3,015 | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Sales and marketing | |
| 414 | | |
| 502 | | |
| 1,237 | | |
| 1,494 | |
General and administrative | |
| 352 | | |
| 360 | | |
| 1,107 | | |
| 1,103 | |
Research and development | |
| 151 | | |
| 247 | | |
| 420 | | |
| 641 | |
Total operating expenses | |
| 917 | | |
| 1,109 | | |
| 2,764 | | |
| 3,238 | |
Operating income (loss) | |
| (190 | ) | |
| (211 | ) | |
| (311 | ) | |
| (223 | ) |
Interest expense and other income, net | |
| (17 | ) | |
| (5 | ) | |
| (44 | ) | |
| (8 | ) |
(Loss) before provision for income taxes | |
| (207 | ) | |
| (216 | ) | |
| (355 | ) | |
| (231 | ) |
Provision for income taxes | |
| — | | |
| — | | |
| — | | |
| — | |
Net (loss) | |
$ | (207 | ) | |
$ | (216 | ) | |
$ | (355 | ) | |
$ | (231 | ) |
Net (loss) per share—basic and diluted | |
$ | (0.02 | ) | |
$ | (0.02 | ) | |
$ | (0.03 | ) | |
$ | (0.02 | ) |
Weighted average shares—basic and diluted | |
| 11,770 | | |
| 11,763 | | |
| 11,770 | | |
| 11,761 | |
Encision Inc.
Unaudited Condensed Balance Sheets
(in thousands)
| |
December 31, 2023 | | |
March 31, 2023 | |
ASSETS | |
| | | |
| | |
Cash | |
$ | 99 | | |
$ | 189 | |
Accounts receivable | |
| 923 | | |
| 921 | |
Inventories, net | |
| 1,554 | | |
| 1,899 | |
Prepaid expenses | |
| 129 | | |
| 116 | |
Total current assets | |
| 2,705 | | |
| 3,125 | |
Equipment, net | |
| 269 | | |
| 303 | |
Right of use asset | |
| 1,083 | | |
| 496 | |
Patents, net | |
| 166 | | |
| 163 | |
Other assets | |
| 64 | | |
| 47 | |
Total assets | |
$ | 4,287 | | |
$ | 4,134 | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
Accounts payable | |
$ | 302 | | |
$ | 253 | |
Secured notes | |
| 45 | | |
| 44 | |
Line of credit | |
| — | | |
| 177 | |
Accrued compensation | |
| 233 | | |
| 218 | |
Other accrued liabilities | |
| 130 | | |
| 85 | |
Accrued lease liability | |
| 351 | | |
| 354 | |
Total current liabilities | |
| 1,061 | | |
| 1,131 | |
Secured notes | |
| 233 | | |
| 268 | |
Accrued lease liability | |
| 800 | | |
| 240 | |
Total liabilities | |
| 2,094 | | |
| 1,639 | |
Common stock and additional paid-in capital | |
| 24,401 | | |
| 24,348 | |
Accumulated (deficit) | |
| (22,208 | ) | |
| (21,853 | ) |
Total shareholders’ equity | |
| 2,193 | | |
| 2,495 | |
Total liabilities and shareholders’ equity | |
$ | 4,287 | | |
$ | 4,134 | |
Encision Inc.
Unaudited Condensed Statements of Cash
Flows
(in thousands)
| |
Nine Months Ended | |
| |
December
31,
2023 | | |
December 31,
2022 | |
Operating activities: | |
| | | |
| | |
Net (loss) | |
$ | (355 | ) | |
$ | (231 | ) |
Adjustments to reconcile net (loss) to cash generated by (used in) operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 64 | | |
| 64 | |
Share-based compensation expense | |
| 53 | | |
| 39 | |
Provision for inventory obsolescence, net | |
| 63 | | |
| 53 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Right of use asset, net | |
| (30 | ) | |
| (31 | ) |
Accounts receivable | |
| (2 | ) | |
| 118 | |
Inventories | |
| 282 | | |
| (375 | ) |
Prepaid expenses and other assets | |
| (30 | ) | |
| (28 | ) |
Accounts payable | |
| 49 | | |
| (274 | ) |
Accrued compensation and other accrued liabilities | |
| 60 | | |
| (73 | ) |
Net cash generated by (used in) operating activities | |
| 154 | | |
| (738 | ) |
| |
| | | |
| | |
Investing activities: | |
| | | |
| | |
Acquisition of property and equipment | |
| (12 | ) | |
| (173 | ) |
Patent costs | |
| (20 | ) | |
| (10 | ) |
Net cash (used in) investing activities | |
| (32 | ) | |
| (183 | ) |
| |
| | | |
| | |
Financing activities: | |
| | | |
| | |
Net proceeds from options exercised | |
| — | | |
| 21 | |
Borrowings from secured notes | |
| (212 | ) | |
| 70 | |
Net cash (used in) provided by financing activities | |
| (212 | ) | |
| 91 | |
| |
| | | |
| | |
Net (decrease) in cash | |
| (90 | ) | |
| (830 | ) |
Cash, beginning of period | |
| 189 | | |
| 950 | |
Cash, end of period | |
$ | 99 | | |
$ | 120 | |
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